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SPR Guidelines for Trustees and Directors

1. SHARED RESPONSIBILITY

The Incorporated Society for Psychical Research (the Society) was incorporated in 1895 and
is governed by a Memorandum and Articles of Association (MAA), being both a company
limited by guarantee without a share capital and a Registered Charity. The Society is
controlled by a Council whose elected members are Directors of the Society, and all of whose
members, elected and co-opted, are Trustees of the Society. The legal power and authority
placed in the hands of the Council flows from the MAA which are the primary legal
instruments of government used by the Council to run and manage the Society. The Council
and the individual Trustees and Directors are also the guardians of the MAA in order to
ensure the operation of the Society within the legal and constitutional framework set out in
the MAA. The names of members of Council and subsidiary committees are published in the
Society’s Annual Report and also on the Society’s website.


The Directors of a charitable company as well as Trustees of a charity are deemed in law to
carry out their business for a charitable company in person. This means that the actions and
conduct of individual Trustees and Directors are as important as the corporate decisions made
by the Council because each and every member of Council is effectively acting as an
ambassador for the Society. Charitable companies need to take every precaution to ensure
that neither the Trustees, nor any individual working for the organisation either as an
employee or on a voluntary basis, becomes involved in any action or neglect of action which
might put at risk the charity's reputation and/or assets. It is within this context that the
Council and the individual Trustees and Directors who make up the Council must act in a
diligent and prudent way. In addition, they must be seen to do so, and therefore there is a dual
obligation placed upon both Council as the Society’s corporate decision-making body as well
as on the individual Directors and Trustees to seek expert advice where and when necessary
to discharge their legal and constitutional duties.


In law, it is the Trustees and Directors who are liable for breaches of trust, so it is particularly
important that Council Members are aware of the obligations and responsibilities that this
entails. A breach of trust or breach of duty includes acting in breach of:
• The Trustees’ legal duties.
• The charity’s Governing Document.
• Specific statutory requirements for Trustees as set out in the Charities Act 2016 - such
as filing annual returns, reports and accounts.
• Any other legal duty that applies to the charity or its Trustees (Trustees’ key legal
duties are explained in The Essential Trustee – see below).


Misconduct includes any act (or failure to act) that the person committing it knew (or ought
to have known) was criminal, unlawful or improper.


Mismanagement includes any act (or failure to act) that may cause charitable resources to be
misused or the people who benefit from the charity to be put at risk.


In addition, the Charities Act 2016 makes clear that failure to comply with an order or
direction of the commission and failure to remedy misconduct or mismanagement specified
in an official warning are misconduct and/or mismanagement.


Trustees are expected to confirm that they have referred to the guidance contained in the
Charity Commission's general guidance on public benefit when reviewing the Society's aims
and objectives and in planning future activities and settling the grant making policy for any
given year.


Please note: The day-to-day administration of the Society is managed by a full-time
administrator supported by a part-time librarian.


The following notes are intended to help the Trustees fulfil their duties with understanding
and confidence.

2. IMPORTANT DOCUMENTS

The first obligation of Trustees is to be familiar with their charity's governing document, and
to govern in accordance with it (and any current regulations applicable). In our case, this is
the SPR's Memorandum and Articles of Association (MAA) drawn up in 1895 and updated
in 1981 and 2019 (the latest update concerns reference to “Auditors”, replaced with
“Accountants” in accordance with the guidance of the Charity Commission). New trustees
are provided with the MAA, copies of which are available from the SPR office. Other
information relating to Trustees is given in the Charity Commission's Leaflet CC3: The
essential trustee: what you need to know, what you need to do, which can be found at:

https://www.gov.uk/government/publications/the-essential-trustee-what-you-need-to-know-cc3 [External link]

As the SPR is an incorporated body, information about the duties of Directors of Charitable
Companies is also relevant. This can be found at:
http://www.nicva.org/resource/running-charitable-company [External link]

3. COMPLIANCE WITH REGULATIONS

It is our duty as the SPR's Trustees to ensure that as an organisation we comply with our
governing document, and that any action outside the governing document is authorised by the
Charity Commission. It is also our duty to safeguard the SPR's assets, to ensure that the
organisation is properly managed, and to act in its best interest at all times, which includes
doing no harm to the interest of others. More specific regulations require Trustees/Directors
to:
a) declare any areas where there may be a conflict of interest between their roles as Trustees
and their other activities (by filling in the SPR’s Declaration of Interest form).
b) examine, understand and approve the Statement of Accounts produced annually. As
Company Directors, Council Members are responsible in law for producing statutory
documents to be filed with the relevant authorities, and for keeping company records. This
work is done for the SPR by its accountants aided by the Company Secretary and supervised
by the Hon. Treasurer. However, for their own sake, Council Members should satisfy
themselves that the accounts are clear to them, and query anything that they find doubtful.

4. SPR GRANTS AND PROJECTS, EMPLOYMENT OF TRUSTEES AND
CONFLICT OF INTEREST

Some of the SPR's Committees directly control the distribution of restricted funds granted for
research. Non-members can apply for grants, and there are no restrictions on the nature of
the expenses (e.g., they may involve subsistence, purchase of equipment, payment to other
institutions), provided they are judged to fulfil the relevant subject and quality research
criteria.


If individual Trustees have any financial and/or commercial interest in projects being
submitted to the Society, they should not participate in the Council/ Committee's decision
regarding such projects.


Trustees may be employed in permanent posts, or to carry out particular projects, without
referral to the Charity Commission, provided that potential conflict of interest has been
considered by Council, and that the benefits of employing a particular Trustee can be clearly
demonstrated and, where applicable, compared with independent quotations.

A Declaration of Interest form must be completed by each Trustee and will be held on file by the Secretary.

5. COMMUNICATIONS AND THE LAW

All Council Members and SPR Officers must exercise great care in this area. Statements
made by them, whether publicly or in private correspondence, may be interpreted as being
made on behalf of the SPR regardless of the communicator's intentions. Defamation, in
layman's terms, means making public statements that do damage to somebody's standing and
reputation. It is enough for such a statement to be made to a third party to be regarded as
'public'. This means that the person making the statement or the organisation responsible for
publication could find themselves liable even if a defamatory comment is made only in a
'private' conversation, letter or email.


The internet poses potentially major risks of liability, because a defamatory comment can
reach so many people so quickly. Emails containing defamatory material must not be sent on
behalf of our organisation, even within the organisation, and must never be forwarded.

6. CONFIDENTIALITY AND THE LAW

SPR Committee and Council deliberations (but, obviously, not Council resolutions,
particularly those which affect membership) must be treated as strictly confidential, and not
be released to outside persons unless specifically agreed by the relevant committee or by
Council. Records kept by individual Committees are open to inspection by all Council
members, and the same rules of confidentiality apply to them. Breaching confidentiality is a
breach of trust which may affect other Trustees and could cause serious damage to Council's ability to function effectively.


The SPR holds a variety of confidential documents relating to its activities, some of which fall under the Data Protection Act 2018 (DPA 2018) and the UK General Data Protection Regulation (UK GDPR). This legislation applies to information held about living individuals who can be identified from the information held and requires that the data is held under secure conditions, with the appropriate consent, and with specific procedures for the handling of it by those authorised to do so. The SPR Office and the relevant SPR Committees and Officers will have specific policies to ensure compliance with the legislation.

7. MAJORITY DECISIONS

Members of Committees and Council must agree to be bound by majority decisions of these bodies, and not to act in ways that undermine the intent of such decisions.

8. COMMITMENT

Trustees’ obligations include attendance at meetings and other appointments (or sending apologies), engaging fully in the issues facing the organisation, and contributing to any discussions and actions in the spirit of cooperation and understanding.

9. APPOINTMENTS PROCEDURE

It is the Council's policy to ensure transparency in its appointments procedure. Whenever possible, members are invited to put themselves forward to fill Honorary positions, to ensure the possibility of choice and the selection of the best available candidate. The work of the Officers and the Committees is reviewed on an annual basis.


NOTES:

i A number of defences are available in cases of defamation (e.g., showing that the statement was true), but the best policy is to avoid the possibility of provoking legal action. It is important to note that the repetition of a defamatory statement orally, or in writing, is a fresh ‘publication’. It is no defence in such cases to plead that the person who repeats the statement did not originate it. It is also important to remember that a statement may be defamatory even if it does so by innuendo.


A comment is different from a statement of fact, and in general comment is very freely permitted. Irony, ridicule and sarcasm may all pass as ‘fair comment.’ The comment does not actually have to be fair, as determined by some ideal critic, but it has to be an honest opinion and not be motivated by malice, e.g., paying off a personal grudge. Further, in so far as the comment is based on facts, they must be incontestably true.